This matter is before the court on the objection of the Chapter
11 trustee ("the trustee"), to the fee application of Jenner & Block,
LLC ("JB"), a Chicago law firm which has served as counsel for the
debtors. JB responded to the trustee's objection, and after a hearing
the matter was submitted for decision.

The record in this case shows that on September 27, 2001,
February 7, 2002, and February 22, 2002, the debtors filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code. At the
time the petitions were filed the debtors were represented by Robert
Treadway, a Lexington attorney. The debtors were later authorized to
employ Laura Kincheloe as counsel on May 28, 2002. Ms. Kincheloe,
also a Lexington attorney, assisted and eventually replaced Mr.
Treadway. On June 7, 2002 the debtors filed an application for an
order authorizing the employment of JB as counsel. There were no
objections, and on June 13, 2002, an order was entered authorizing
JB's employment. On June 14, 2002, the court entered an order
directing the appointment of a trustee. JB filed its first and final
application for allowance of compensation and expenses ("the fee
application") on May 30, 2003.

The statutory basis for consideration of a fee application is
found at 11 U.S.C. § 330, which provides that a professional person
employed under § 327 may be awarded "reasonable compensation for
actual, necessary services." 11 U.S.C. § 330(a)(1). In determining
the amount of the award, the court is to consider the nature, the extent, and the value of such
services, taking into account all relevant
factors, including-

(A) the time spent on such services;

(B) the rates charged for such services;

(C) whether the services were necessary to the
administration of, or beneficial at the time at
which the service was rendered toward the
completion of, a case under this title;

(D) whether the services were performed within
a reasonable amount of time commensurate with the
complexity, importance, and nature of the
problem, issue, or task addressed; and

(E) whether the compensation is reasonable
based on the customary compensation charged by
comparably skilled practitioners in cases other
than cases under this title.

11 U.S.C. § 330(a)(3). The burden is on the fee applicant to prove
entitlement to fees. In re Wildman, 72 B.R. 700, 708 (Bankr. N.D.
Ill. 1987). The starting point for determining an award of attorney
fees is the application of the "Lodestar" method, whereby "the
attorney's reasonable hourly rate [is multiplied] by the number of
hours reasonably expended." In re Boddy, 950 F.2d 334, 337 (6th Cir.
1991). It is the court's task to determine what is "reasonable."

Courts often apply a 12-factor formula set out in Johnson v.
Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974), in making
determinations about "reasonableness." These factors are: 1) the
time and labor required; 2) the novelty and difficulty of the question
involved; 3) the skill requisite to perform the legal service
properly; 4) the preclusion of other employment by the attorney due to
acceptance of the case; 5) the customary fee; 6) whether the fee is
fixed or contingent; 7) time limitations imposed by the client or the
circumstances; 8) the amount involved and the results obtained; 9) the
experience, reputation and ability of the attorney; 10) the
undesirability of the case; 11) the nature and length of the
professional relationship with the client; and 12) awards in similar
cases. Id. at 717-719.

The fee application states that the debtors had retained JB on
June 3, 2002, for the purposes of defending them against a pending
motion for the appointment of a trustee, negotiating a cash collateral
order with certain creditors, and acting as general bankruptcy
counsel. JB summarized the work it performed, stating that it
attempted to negotiate a resolution of the pending trustee motion and
certain cash collateral issues. JB filed a written objection to the
trustee motion, and a motion to retain a "disinterested person" to
manage the cases. JB further states that it also researched a
question concerning whether the debtors' marina license should be
treated as a lease, and, after the trustee's appointment, advised the
debtors that they should cooperate with him.

JB's itemization of time and charges begins on June 3, 2002, and
ends on September 26, 2002. It totals $38,263.80 for 94.70 hours of
professional services. The hourly rates of attorneys who provided
services range from $195 to $520. The attorney who provided the bulk
of the services, Catherine L. Steege, charges $475 per hour.
Reimbursement is claimed for expenses in the amount of $1,015.19. On
October 27, 2003 JB filed an amendment to its fee application reducing
the amount claimed for travel by 50%, and thereby reducing its total
claim from $38,263.80 to $36,363.80.

The trustee objects to JB's fee application on the following
bases: 1) that no nunc pro tunc order was sought for the time JB
expended before the order authorizing its employment was entered, 2)
that the rates charged by JB attorneys are excessive, 3) that JB's
billing records are not clear, 4) that a substantial amount of time
was spent in opposing the appointment of the trustee, and 5) that JB's
services were duplicative of those rendered by Laura Kincheloe, who
signed most, if not all, the pleadings filed on behalf of the debtors.

In what it terms its "corrected reply" to the trustee's
objections, JB responds generally that there is no per se rule that
counsel cannot be compensated for opposing a motion to appoint a
trustee, citingIn re Spanjer Brothers, Inc., 191 B.R. 738, 759
(Bankr. N.D. Ill. 1996); that the trustee does not point out specific
instances of duplication of services by JB and Laura Kincheloe; that
the court should apply the so-called "30 day gap rule" in regard to
work performed before JB's retention order was entered, citing In re
Martin, 102 B.R. 653, 656 (Bankr. W.D. Tenn. 1989); that JB's rates
are usual and customary in Chicago (and that the debtors were
justified in retaining JB because no larger firm could be found
locally or in the surrounding area); that the trustee does not explain
why JB's work descriptions are inadequate; and that the trustee's
claim of no benefit to the estate is unsupported.

The trustee's response to JB's reply maintains that the majority
of the time JB spent on the debtors' cases, 82.7 hours, was between
June 3 and June 11, 2002, and was directed to obtaining an order
allowing Development Specialists, Inc. ("DSI"), the "disinterested
person" referred to in JB's fee application, to take over the debtors'
operations. The trustee further maintains that this effort was
intended to benefit the debtors' principal, Thomas Moore ("Moore"),
and various non-debtor entities he owns, rather than the debtors. In
that regard, the trustee also maintains that JB may have first viewed
itself as counsel for DSI, rather than the debtors. In support of
that contention, the trustee points out that JB never offered the
debtors an engagement letter setting out the terms of its
representation of them. On the other hand, an engagement letter for
DSI which was drafted but never sent, was found in JB's files. The
trustee contends that it is therefore reasonable to assume that the
true attorney-client relationship was between JB and DSI.

While the trustee concedes that there is no per se rule that
counsel may not be compensated for efforts to oppose the appointment
of a trustee, he maintains that benefit to the estate still must be
shown. The trustee argues that retention of DSI, rather than
appointment of a trustee, would have benefitted Moore and the non-debtor entities as well as the debtors, and that it is therefore
impossible to determine the benefit, if any, to the debtors. The
trustee's argument assumes that an effort to oppose the appointment of
a Chapter 11 trustee cannot constitute a benefit to the estate so as
to come within the purview of § 330(a)(1)(A) and be compensable. It
also assumes that the effort was made on behalf of Moore and/or non-debtor entities controlled by him.

As explained by the court in Spanjer Brothers, Inc., 191 B.R. at
751, this is not necessarily the case. The court there was faced with
a similar situation wherein the unsecured creditors committee objected
to attorneys' requests for allowance of compensation, including time
spent opposing the appointment of a Chapter 11 trustee. The committee
employed arguments very similar to those employed by the trustee here.
The court responded:

The record is devoid of any evidence that
[counsel] directly or indirectly represented any
member of the Spanjer family or its management
individually. Rather, all of the unrebutted
testimony at trial was that [counsel] only
represented the Spanjer estate per the directions
of its management. While it is true that
"[c]ounsel for a Chapter 11 debtor owes a
fiduciary duty to the corporation . . . as an
entity and represents its interests, not those of
its principals," . . . the mere fact that an
attorney for a debtor opposes and loses a motion
for the appointment of a trustee under
§ 1104(a)(2) does not ipso facto demonstrate that
the attorney is representing the interests of the
debtor's principals and management to the
exclusion of the creditors, and thus breaches a
fiduciary duty owed to the debtor (internal
quotations and citations omitted). The Court
rejects the Committee's inference that any time
counsel for a Chapter 11 debtor opposes the
appointment of a trustee, same is being done for
self-serving or improper purposes. After all, an
attorney is obliged to follow the directions of
his client. There was no evidence that [counsel]
acted other than at the direction of Spanjer's
officers and directors.

Id. This court agrees with this reasoning, and further observes that
most of what the trustee has to say about who JB was actually
representing amounts to speculation. The trustee tries to create a
plot-and-scheme scenario which he maintains was designed to benefit
Moore and his non-debtor entities. This attitude of the trustee is
not surprising, in light of the lack of cooperation Moore has shown
throughout the proceedings. Nothing brought up by the trustee,
however, constitutes proof that JB ever represented anyone but the
debtors. This court therefore rejects the trustee's argument that JB
cannot be compensated for the time spent opposing his appointment and
for its efforts directed at having a "disinterested person" appointed
instead.

The same reasoning may be applied to the trustee's arguments
concerning JB's alleged conflict of interest and lack of
disinterestedness on account of prior relationships with DSI and Jay
Geller, the attorney representing Moore personally (Geller was
previously associated with JB, and apparently referred Moore, as
principal of the debtors, to the firm as prospective counsel for the
debtors). Once again, the trustee attempts to construct a plot-and-scheme scenario with Moore at its center. The trustee has presented no
proof, however, that any relationship or association with DSI or
Geller or both constituted a conflict of interest for JB in regard to
its representation of the debtors, or kept it from being a
"disinterested person" pursuant to 11 U.S.C. § 327(a).

As concerns the issue of whether JB can be compensated for work
it did before its retention order was entered, JB argues that it
should not be denied compensation because it failed to seek and obtain
a nunc pro tunc order covering the period from when it began working
for the debtor until its employment was authorized by the court. This
court agrees. It has always been the court's practice to consider a
retention order as authorizing the employment of counsel back to the
time it began providing services to the debtor, so long as application
for retention was made within a reasonable period of time. Here, JB
began working for the debtors on June 3, 2002; it filed its retention
application just four days later, on June 7, 2002. It is further this
court's practice to hold a retention application for ten days after
filing to allow for any objections, resulting in at least a ten day
delay before a retention order is entered. JB was not required to
seek a nunc pro tunc order authorizing its employment back to the date
it started providing services to the debtors, as the retention order
entered on June 13, 2002 authorized that employment.

The court next considers the trustee's contention that JB
duplicated services provided by Laura Kincheloe. He does not,
however, provide specific instances of such duplication. In reviewing
JB's itemization, and comparing it with an itemization provided by
Laura Kincheloe in regard to work she performed for the debtor during
the same time period, the court finds only one obvious example of
duplication. Both Laura Kincheloe and Catherine Steege of JB attended
the hearings on the motion to appoint the trustee and the application
to employ DSI on June 11, 2002. Ms. Kincheloe billed for four hours
in regard to attendance at this hearing; Ms. Steege billed for ten
hours in regard to preparation for and attendance at the hearing.
While the court is not inclined to penalize counsel for the fact that
both of them were in attendance at the hearing, a total of fourteen
hours spent on this one endeavor seems somewhat excessive. The court
will therefore reduce the number of hours Ms. Steege may claim in
regard to the June 11, 2002 hearing to six.

The trustee has also objected to the hourly rates charged by JB
attorneys. Ronald R. Peterson billed 8.90 hours at $520.00 per hour;
Ms. Steege billed 56.60 hours at $475.00 per hour; Michael S. Terrien
billed 7.70 hours at $340.00 per hour; Jeffrey L. Gansberg billed 0.20
hours at $285.00 per hour; Megan Fahey billed 20.60 hours at $195.00
per hour; and Marc A. Patterson billed 0.70 hours at $84.00 per hour.
The trustee contends that these rates are much higher than those
charged by Lexington attorneys involved in the case; JB responds that
they are customary and usual rates charged in Chicago. In that
regard, JB also argues that the debtors were unable to find a large
law firm in Lexington or the surrounding area to represent their
interests, and that their choice of JB was a matter of necessity.

As set out above, it is the court's task to determine what a
reasonable attorney fee is. One component in the determination of
reasonableness is the hourly rate charged. In In re New Boston Coke
Corp., 299 B.R. 432, 446 (Bankr. E.D. Mich. 2003), the court stated:
"Bankruptcy attorneys are generally entitled to a (sic) hourly fee in
line with the prevailing market rates in the community. . . . The
Court may, itself, determine the prevailing market rate in the
community and thus evaluate the reasonableness of the attorneys'
hourly rates." (Internal quotations and citations omitted). Id. In
a case in which a New York law firm represented a Chapter 11 debtor in
a multi-million dollar case in the Southern District of Florida, the
court held that the firm was "limited in the hourly rate for which
compensation can be sought to rates ordinarily charged by highly
experienced bankruptcy counsel in the [district]." In re Palm Beach
Cruises, S.A., 208 B.R. 78, 81 (Bankr. S.D. Fla. 1997).

While this court has agreed that JB should be compensated for its
work, the nature and size of the instant case (local or, at most,
regional), the type of work JB performed, and the results it obtained
do not merit hourly charges as high as $520.00 and $475.00. Recent
fee awards to highly experienced bankruptcy counsel from Lexington and
Cincinnati have been based on hourly rates ranging from $350.00 to
$295.00 per hour for senior partners. These attorneys have served as
debtors' counsel in cases such as Horizon Natural Resources Company,
Case No. 02-14261, which dwarf the instant case in size, significance,
and complexity. If the highest hourly rate charged by JB were set at
at $350.00, its total fee would be reduced by approximately 25%. This
court therefore finds that JB's fee award should be reduced by 25%
from $36,363.80 to $27,272.85. The court also finds that JB should be
reimbursed for its expenses in the amount of$1,015.19, for a total
award of $28,288.04. An order in conformity with this opinion will be
entered separately.